Non-disclosure agreements

For the umpteenth time, I got an email from somebody -who claims to have read my book- who wants to know how they should go about getting their contractor or pattern maker to sign a confidentiality agreement. Friends, if you’re wondering about confidentiality agreements, I already know you’re a newbie because that’s not how ideas are stolen -or protected. Contrary to urban myth- these kinds of agreements are very rare in the business because they are not necessary. That’s right, not necessary. We’re not the ones stealing your ideas. It’s your friends and competitors and not the ones sewing your product. Put it this way, if we really were the ones stealing your ideas (assuming they were worth the effort) don’t you think you’d know? This business operates by rumor mill and no one can afford the slightest tinge of scandal. If you think about it for a moment, you may realize that confidentiality agreements are an insult because you are implying -at the outset- that your contractor or pattern maker is such a scummy operator that you have to use legal sanctions to keep us honest. And if you think we’re scummy operators, why would you hire us in the first place? That’s no way to start off a productive relationship with folks who can help you.

If you worry about getting a signed confidentiality agreement, you’re going to get boxed into a category in other people’s minds. Right away, you’re a pickle to work with so if we do anything for you, it’s money up front. Chances are better though that you’ll have a hard time finding a contractor in the first place since our most common practice is to show you the door the minute you whip out that contract. Another thing is that requiring a confidentiality agreement lends the impression in the other person’s mind that good ideas are so rare for you that you have to go to extremes to protect them. Unfortunately -this is the awful part- the ideas that I’ve seen DEs want to protect are weak, lame or redundant ideas. I’m sorry if you don’t like hearing that but it’s true. And others who’ve seen the prototypes from confidentiality seeking companies know it’s true too. That’s why I’m saying you don’t want to get boxed into that category in other people’s minds because that’s what we’re used to. If the designer-entrepreneur wants a confidentiality agreement we know it’s either redundant or knocked off of somebody else in the market place. All the contractors out there are cheering from the roof tops.

I worked with another woman last year who -prior to meeting me- wanted signed confidentiality agreements. Her idea was the lamest yet. Her design was a “athletic sports bra” as she defined one, to be worn while working out at the gym. It was a strapless -yes strapless- bra made out of swimsuit material with the pattern pulled exactly from a page of Armstrong’s pattern design book. I tried to explain to her the bra wasn’t very functional but she wouldn’t hear of it. She insisted D cups would get adequate support from it too but I begged to differ. She was trying to sell me on the bra’s utility when it’s real purpose was concealed -mostly from herself I think. The reality was, she was very small busted. Very small. The bra was so padded it qualified as a flotation device. By the way, she’s now a “garment industry consultant” and boy, could I tell you stories. Talk to me before you hire anyone.

If you’re a professional service provider, non-disclosure agreements are a joke. I worked with a high-tech company called NeuroScan and I was never asked to sign anything and their products go for $1,000’s of dollars. The more professional a company is, the less likely they are to require a confidentiality agreement. However, if a non-disclosure were required by a well established (multinational) manufacturer, I”d sign because they know what they’re doing. DEs let the cat out of the bag themselves; through their product quality and delivery problems, they announce their newbie status to the world.

Non-disclosure agreements are an insult to the integrity of any person who’s chosen to assume the role of support services in this profession. Believe me, the reason why I’m not a designer is not due to a lack of good ideas! Rather, it’s quite the opposite. I have so many good ideas that I can’t choose between them. It’s also an insult because assuming that I fail to design because I’m a no-talent, is dismissive of my life long chosen vocation; one to which I’ve committed a lifetime of study and professionalism. The reality is, a pattern maker can do what you do but a designer cannot do what a pattern maker does, so why would you insult someone who is more competent than you are? And I say this as a person who’s mother is disappointed -that after all these years- I’m not good enough to be a designer ;)

I have yet to hear from anybody -who manufactures in the US- who really has been knocked off by their contractor. I think it’s an urban myth. In 20+ years, I’ve only met one person who was knocked off and it was by another DE -not a contractor.

In summary, DEs who want confidentiality agreements are largely presumed to be limited in imagination, integrity and intellect, that’s just the reality so if you don’t want others to think that about you it is directly within your control for them not to think that. And let me tell you -I’ve run into doctors (M.D.s) who have tried to get me to sign, so one’s education and purported IQ is immaterial. Besides, let’s get real, everything made today looks so much the same that it’s hard to know which DE company is copying whichever other DE company. You should be worrying about coming up with ideas that are worth the bother of copying instead of boring, redundant and not at all unique. DEs copy each other. We don’t. Contractors are more inclined to copy each other’s processes, not products.

The easiest ways to protect your product are to produce professional looking products -our standards are higher than yours- and to issue style numbers instead of using dopey product names. If you look like an amateur, you’ve made yourself a target for anyone who buys your product in the store or off of a website. Since we have no control over who buys your product or what they do with it, you can see why we’d resent being held responsible.

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Kathleen started production patternmaking in 1981. Starting in 1993, she began providing consulting and engineering services to manufacturers, small companies, and startups with an emphasis on developing owner-operator domestic cut-and-sew operations. In 2015 she opened a 5,000 sqft. fully equipped sewing factory: The Sewing Factory School. Kathleen is the author of The Entrepreneur’s Guide to Sewn Product Manufacturing, the most highly rated book of any topic in the garment industry. She's been mentioned numerous times in the New York Times, Wall Street Journal, Forbes, National Public Radio, Boston Globe, LA Times, Vogue, French Vogue and has at least 15 Project Runway alums at last count. Kathleen writes nearly all of the articles on Fashion-Incubator.com and hosts its forum, the largest private online community for apparel manufacturers on the web.

19 comments

I totally understand the wanting to make patterns and having no desire to be a designer. Here’s something for you. I’m starting my clothing company so that I will have something to sew. My fear that the company I’m sewing for now will move to Mexico is always there. I’m trying to get something of my own so that I know for a fact I’ll have something to sew. I’m not doing this so I can become stinking rich or lord over an army of sewers. I am so enthralled with the process of nonstop sewing, one similar piece after another, that it’s like a drug to me. Maybe I’m weird but if I didn’t have the Zen of sewing I’d go crazy. And if my company becomes big enough to hire people to sew for us I’m going to be right in there sewing with them. The design of the clothes is secondary to the act of putting it together. Or at the least even.

Josh,
I’m so glad you said that. I know _exactly_ what you’re saying. But DEs don’t think that way; they’d go nuts and they project how they feel onto others. I keep telling them that some people just _love_ to sew -on a scale- and really get off on it. It’s something, a knack, to be good at it. They don’t always appreciate that we do our jobs because we enjoy the work. Some people just like making things for a living and that’s valid too. It doesn’t mean we’re thieves or morons. They’ve got to stop thinking so oppositionally -and we wonder why this business is so fragmented?

I’m trying to introduce cohesion and transparency. For a mature industry, it’s horribly insular. We can only change things with education through community.

It’s funny that you say that because a sewing contractor that I use, they have constantly expressed that they are always amazed at the designs their customers come up with. That sometimes they have ideas for telling an *existing customer* how to make a product better or a different way to do something, or even a product they are overlooking– but they have no desire to design and more importantly, sell the end product.

There are those few people who design, sew, make patterns and what not. But most of them tend to be “I can do it all” fashion school graduates who have not quite found their place in either a job or starting their own business. They don’t tend to have established service businesses, or work for contractors, they tend to solely be freelance “consultants/pattern/sample makers”.

A timely article reviewed. I just had this exact conversation yesterday with someone who wanted me to make a “sample” of an “idea” that his daughter had. She had no idea how to sell it, no company, no concept of who her target customer was or market for it. They would not tell me the idea for abject fear they wouldn’t have the competitive edge (for a product that they have no idea how to sell) but insisted that I give them a price quote on how to make the non-discussed idea. I could barely control my laughter. Finally the father asked me, with much seriousness and his best negotiation voice, if I would agree to sign a non-disclosure agreement and also to send him a portfolio of all the work I have ever done for clients so he could make a determination whether I am qualified to make this “idea” that has no market, no company and no hope of ever making any money. I mean really, why watch sitcoms when you can just star in your own?

I agree with you that it is “money up front” as soon as you hear non-disclosure agreement. If they discover they don’t know how to market their sample you have no chance of getting paid ever! But really, I refuse to even do work for those clients. If they don’t even have a company or a clue why help them launch more chaos on the world or on you for that matter. Just do the kind thing and say NO!

The other thing is, creativity arises through competence. The more competent one is, the more creative. Iow, the more competent pattern maker, contractor et al, -as opposed to the less competent idea generator seeking a service provider- the more likely we are to have a plethora of wonderful ideas such that we can’t pick through them, assuming we even wanted to run the gauntlet of launching a product.

Secondly, to a man (or woman), people seeking NDAs typically have ONE idea. One product. Service providers make nothing on onsies. We’re looking for clients who are creative enough to come up with several ideas from which we derive revenue for our services. With one idea, one has little to negotiate with so it’s an easy decision for us to make. It is easy to say no, saving one’s self a lot of grief over a client who won’t generate any revenue anyway. It’s so laugh out loud funny that they think they have enough pull to call the shots in establishing the relationship.

To this day, people who land on this site, will call me up asking for all kinds of advice (and referrals -who haven’t bought my book) won’t tell me their product unless I sign an NDA. Imagine that. I’m supposed to fall over in gratitude, to give them a list of people who can help them -for free- when they won’t even tell me enough information to know who I should send them to in the first place (as if I would). I can only guess they think this site is all a front, that my real purpose is to siphon off the marvelous ideas of visitors to that list of contractors and pattern makers I keep at my elbow, cackling and rubbing my hands together with glee as I hang up the phone, to auction off their concepts to the highest bidder. Oh yeah. That’s really how I make a living. As if I had the time. That just goes to show how amateur a paranoid inventor is.

Usually, the idea isn’t even original, so old that the patent on it expired back in the 80’s (that happened just this week) but the person is so out of the loop or such a poor shopper they don’t know the product already exists in spades. Once the person figures out their idea isn’t new, then they come back making nice but they’ll never be able to regain credibility with me after failing to trust me. I will always be wary and that’s because if I have learned one thing in this business, it is that people who won’t or can’t trust you, shouldn’t be trusted themselves. If someone can’t trust me, it tells me more about their character and integrity than they should want anyone to know.

How do you tactfully say no to signing a non-disclosure agreement? I am a new to the fashion world patternmaker/sewing contractor. (came over from the world of theatre and costume design). I have had quite a few people now ask me to sign them. What do I say?

I can understand what this article is getting at but my present manufacturer will not sign a disclosure agreement which has led to a number of my ideas and whole designs being copied.
I’ve also experienced other manufacturers touting for business, emailing me pictures and sending samples of products they’ve made for other companies under contract(with the labels removed). They have also been willing to copy those designs.
We have begun working with a new manufacturer and this is an issue for us, we don’t want to sound insulting but at the same time we want to protect our designs, since it’s taken us a lot of time, money and effort to develop our designs.

Generally, I’d avoid anyone who describes themselves as a “manufacturer”. They are either very new themselves (the correct term is contractor) and if they’re off shore, well all bets are off. Even if they signed something, good luck enforcing it.

I tell them that my Attorney has advised me not to sign NDA’s (true!). If they require one I thank them for their time and tell them I am unable to work for them. One thing I have learned over time is to *not* be desperate for work. If you think someone is going to be difficult to work for, they probally are and it is not worth it!

“Newbies” are capable of understanding every point here, and people ARE aware that the NDA can come off insulting. Still if I go to work for Target or Gildan I have to sign one which is part of every company’s policy.

What’s really insulting is saying you will sign Target’s or Gildans because automatically they know what theyre doing. Thats an insult. It goes back to the theory that the pattern maker isnt good enough to design, which isnt true, so why does it have to be true that the newbie isnt good enough to know what they are doing too?

It’s a person’s right to ask when dealing with something patentable. Its the US Patent Office that makes things difficult not the newbie. Nobody like NDAs. Its a procedure that some people have no choice but to take regardless of if it works or not. You have to look at it from more than one perspective.

I regret that you feel offended. I don’t follow what a patternmaker not designing (or the contrary) has to do with this tho. You are entitled to your opinion that new entrants are well advised as to the proper course of action.

These days, my major beef with NDAs and the like is that most people who require them, are actually copying someone else. I’m supposed to sign so I don’t tell on them? It is all too murky and I’d rather just sit this one out. My other complaint is that many people end up with the false conclusion that these devices will protect them; that a service provider is the singular weak point. Many start ups broadcast what I consider to be highly proprietary information but then I’m to be held accountable? I can’t go there.

Up thread, you mentioned that there are bad people out there. This is true… and a source of great frustration for me. It is making me depressed. Lately, we have a preponderance of businesses that having failed in their own line, have started offering services to still other entrants. Unfortunately, since few of them understand the reasons for their own demise, they’re not a good resource -in my opinion. Most of them are easily identifiable tho; they typically describe themselves as “manufacturers” and usually have pretty websites, displaying products from the brands they imply they’ve done work for. This is likewise distressing. Old school producers would never do something like this. It just isn’t done. To your point, a recent thread in our forum discusses one such party. This business is using the customer’s products to market their services even tho the customer is highly dissatisfied and even filed a BBB report against them.

I don’t know where the truth of it all lies anymore. I only know that I will steadfastly refuse to lend false confidence to a customer by signing an NDA. People flock to NDA signing businesses -the advantage to the business is financial; they literally charge 10 times what a reputable provider charges.

For what it’s worth, here are the practices I use in my business. It’s public. You’re protected, no signature required. //fashion-incubator.com/would-you-trust-this-pattern-maker/

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Often described as the garment industry “blue book,” Kathleen's book is the most highly rated guide to the business. The Entrepreneur's Guide to Sewn Product Manufacturing is guaranteed to get you off to a solid start or your money back. Many service providers will require you to read it before they’ll work with you.